Survival of Representations and Warranties of the Company and the Stockholders. The representations and warranties of the Company and the Stockholders made in Articles IV and V of this Agreement are correct, true and complete as of the date hereof and will be correct, true and complete as at the Closing with the same force and effect as though such representations and warranties had been made at the Closing, and shall not survive the Closing.
Survival of Representations and Warranties of the Company and the Stockholders. Notwithstanding any right of Infotec fully to investigate the affairs of the Company, Infotec has the right to rely fully upon the representations, warranties, covenants and agreements of the Company and the Stockholders contained in this Agreement or in any document delivered to Infotec by the latter or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing.
Survival of Representations and Warranties of the Company and the Stockholders. Notwithstanding any right of HNS fully to investigate the affairs of the Company, HNS have the right to rely fully upon the representations, warranties, covenants and agreements of the Company, Moses and the Stockholders contained in this Agreement or in any document delivered to HNS by the latter or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing Date hereunder for twelve (12) months following the Closing.
Survival of Representations and Warranties of the Company and the Stockholders. Notwithstanding any right of the Buyer fully to investigate the affairs of the Company and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, the Buyer has the right to rely fully upon the representations, warranties, covenants and agreements of the Company and the Stockholders contained in this Agreement, or in any certificate delivered pursuant to any of the foregoing; provided, that the Buyer shall not be entitled to rely on any representation or warranty made by the Company or the Stockholders herein to the extent that the Buyer has actual knowledge, and the Company or the Stockholders (or any of them) are not aware, that such representation or warranty is untrue or incorrect in any material respect. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder, and, except as otherwise specifically provided in this Agreement and, except for all representations and warranties of the Sellers contained in Article IV, shall thereafter terminate and expire (i) on December 31, 1997, with respect to any General Claim (as herein defined) based upon, arising out of or otherwise in respect of any fact, circumstance, action or proceeding of which the party asserting such claim shall not have given notice on or prior to December 31, 1997 to the party against which such General Claim is asserted, at which time an amount equal to $500,000 less the amount of any Losses (as defined in Section 9.01) for General Claims shall be released from the Escrow Fund to the Stockholders, (ii) on December 31, 1998, with respect to any Tax Claim (as herein defined) based upon, arising out of or otherwise in respect of any fact, circumstance, action or proceeding of which the party asserting such claim shall not have given notice on or prior to December 31, 1998 to the Stockholders, at which time the remainder of the Escrow Fund shall be released to the Stockholders, and (iii) on July 31, 1998, with respect to any Environmental Claim (as herein defined) based upon, arising out of or otherwise in respect of any fact, circumstance, action or proceeding of which the Buyer shall not have given notice on or prior to July 31, 1998 to the Stockholders, at which time an amount equal to $2,500,000 less the amount of any Losses for Environmental Claims shall be released from the Escrow Fund to the Stockholders. As used in ...
